UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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CURRENT REPORT ON FORM 8-K
Blink Charging Co. (the “Company”)
May 16, 2025
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 16, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 3 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent.
The Amendment further extended the date by which Envoy Technologies would need to complete either a direct listing or an underwritten initial public offering, in either case, to September 2, 2025 (from April 18, 2025) in order to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement. The extension in respect of the direct listing still applies only to a direct listing consummated on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market.
In consideration for the extension, the value of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $23.5 million (from $23.0 million).
The Amendment also clarifies that a source of funding for which cash payments may be made to the former shareholders of Envoy Technologies (in lieu of issuing shares of Envoy Technologies common stock to such shareholders in a direct listing or underwritten initial public offering) includes proceeds from a sale of Envoy Technologies.
The foregoing summary description of the Amendment is qualified by reference to the full text thereof, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein in its entirety.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report. |
| Exhibit No. | Description | |
| 2.1 | Amendment No. 3 to Agreement and Plan of Merger, dated as of May 16, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLINK CHARGING CO. | ||
| Date: May 21, 2025 | By: | /s/ Michael C. Battaglia |
| Name: | Michael C. Battaglia | |
| Title: | President and Chief Executive Officer | |